Re: [ALSC-Forum] The at-large is not just about voting and directors' seats

[Pindar Wong]

Karl,

Thanks for point this out as I would agree that the rights of at-large
members, however defined, will need to be addressed.

Given your legal training etc, I'm interested on your views on the
statutory/nonstatutory member issue (and its relationship to rights) that
was discussed back in 99.

http://www.icann.org/santiago/membership-analysis.htm

Thanks,

p.

----- Original Message -----
From: Karl Auerbach <karl@cavebear.com>
To: <forum@atlargestudy.org>
Sent: Friday, July 20, 2001 7:36 AM
Subject: [ALSC-Forum] The at-large is not just about voting and directors'
seats


>
>
> I'm watching the discussions on the at-large swirl round and round.  I see
> a lot of discussion about voting and directors seats, but there is an
> important item that doesn't seem to float by very often, if at all.
>
> And that item is the rights of the at-large members.
>
> Voting is nice, but unless a voter can learn about what he/she is voting
> about then an election is more of a popularity contest than a real
decision
> on policy.
>
> Today ICANN's processes are opaque - even I as a director can't get to
> information to which I'm legally entitled (such as the general ledger).
>
> It is important that the At-large members each have, as an individual
> right, the ability to obtain that information they need to exercise their
> franchise.
>
> ICANN, besides being obligated to being "open and transparent" is required
> to be "accountable" - which raises the question: Accountable to whom?  The
> answer is obvious - To the At-Large.  But what does "accountable" mean?
> It's a word that implies something beyond an abstract and meaningless
> right; it implies something with sharp teeth.
>
> A useful initial list of access rights and mechanisms of accountability
are
> enumerated by California law. (These would already be available to
at-large
> members but for ICANN's attempt to declare itself above California
> corporations' law.)
>
> I've appended the list below.  These all seem reasonable things for the
> at-large members to have beyond the mere right to participate once every
> couple of years in an election for someone to sit on the Board of
Directors.
>
> 1. A meeting of members must be held in each year in which directors are
to
> be elected.  Members may apply to the Attorney General to order such
> meeting if not timely held.
>
> 2. Special meetings of members may be called by 5% of the members.
>
> 3. Members are entitled to written notice of member meetings.
>
> 4. Members may act by written ballot.
>
> 5. Proxies are allowed unless withdrawn by bylaws or articles. Proxies may
> be limited by articles or bylaws. Proxies are revocable.
>
> 6. Members may bring derivative actions.
>
> 7. Most amendments to articles must be approved by Board and members (and
> any other persons specified in articles).
>
> 8. Board must send annual report to members.
>
> 9. Membership lists and accounting books and records and minutes must be
> made available to members for proper purposes.
>
> 10. Members may amend the bylaws; however, the bylaws may provide that the
> amendment may occur only with the approval of a specified person other
than
> the Board. (e.g. SOs).
>
> 11. Directors elected by members may be removed by members.
>
> 12. The bylaws must specify a quorum requirement.
>
> 13. Members can bring legal actions to determine the validity of
elections.
>
> I recommend to the At-Large Study Committee that they enumerate the
> specific rights that At-Large members are to have to make the At-Large a
> meaningful body and the At-Large elections an opportunity for meaningful
> and informed decisionmaking.
>
>                --karl--
>